Common use of Nature of Participation and Reimbursement Obligations Clause in Contracts

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's ’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)2.8.3, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the each Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.8 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party a Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 (Revolving Credit [Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.5 [Making Loans] or 6.2 ([Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.8.3; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Loan Party or any Bank against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or its Affiliates or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); the lack of power or authority of any signer of (vor any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Letter Agent or any of Credit Bank the Agent’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts of omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; any failure by the Agent or any of Agent’s Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Agent has received written notice from such Loan Party of such failure within three Business Days after the Agent shall have furnished such Loan Party a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Revolving Credit Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.9, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section Exhibit 2.9 (Letter of Credit Subfacility) under all circumstances, including without limitation, the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.6 [Making Revolving Credit Loans] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.9; (iiiii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction transaction; and (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (viii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Revolving Lender in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Loan Party, Company, Joint Venture, or Consortium, as the case may be, may have against the Issuer, Agent, any Loan Party Company, Joint Venture, or Consortium, or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14 hereof; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Loan Party, Company, Joint Venture, or Consortium, Agent, Issuer or any Lender against the beneficiary of a 95 074658.21069/130240014v.3 Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Party, Company, Joint Venture, or Consortium, Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the Agentany Loan Party, the Letter of Credit Bank Company, Joint Venture, or Consortium, Issuer, Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Party, Company, Joint Venture, or Consortium, or any Subsidiaries of a such Loan Party Party, Company, Joint Venture, or Consortium, and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of CreditCredit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); (vii) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party Letter of Credit, or Subsidiaries any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Loan PartyLetter of Credit; (viii) any failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the form requested by Borrowing Agent, unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (3) Business Days after Issuer shall have furnished to Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) the occurrence of any Material Adverse Effect; (x) any breach of this Agreement or any other Loan Other Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (xxii) the fact that a Default or an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.96 074658.21069/130240014v.3

Nature of Participation and Reimbursement Obligations. Each Bank's Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (2.8(c) [Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.8 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which the Borrower may have against the Issuing Lender or any of its Affiliates, any Loan Party Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party the Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth specified in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Conversions and Renewals; Swingline Loan Requests)], 2.4.2 (Swing Loan Requests) 2.6 [Making Revolving Credit Loans and Swingline Loans; Etc.] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth specified in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (2.8(c) [Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by the Borrower or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross claim, defense or other right which any Loan Party the Borrower or any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.for

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the Agent applicable Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.4 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Credit Party, as the case may be, may have against the such Issuing Bank, any Agent, any Loan Credit Party or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Credit Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.4(g); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Credit Party, any Agent, any Issuing Bank or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Credit Party, any Agent, any Issuing Bank or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the Agentany Issuing Bank, the Letter of Credit Bank any Agent or any Bank Lender or any other Person orPerson, whether in DMFIRM #406105327 v12 103 connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Credit Party or any Subsidiaries of a Loan such Credit Party and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter applicable Issuing Bank or any of Credit Bank such Issuing Bank’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit applicable Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of CreditCredit (provided that the foregoing shall not excuse such Issuing Bank from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); (vii) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party Letter of Credit, or Subsidiaries any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Loan PartyLetter of Credit; (viii) any failure by the applicable Issuing Bank or any of such Issuing Bank’s Affiliates to issue any Letter of Credit in the form requested by the Borrower, unless the Administrative Agent and such Issuing Bank have each received written notice from the Borrower of such failure within three (3) Business Days after such Issuing Bank shall have furnished the Administrative Agent and the Borrower a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) the occurrence of any Material Adverse Effect; (x) any breach of this Agreement or any other Loan Credit Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding insolvency proceeding with respect to the Borrower or any Loan PartyGuarantor; (xxii) the fact that a Default or an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.DMFIRM #406105327 v12 104

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (2.6 [Making Revolving Credit Loans and Swing Loan Requests) Loans; Etc.] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 ([Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or 36 any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Issuing Lender or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Lender or any of Credit Bank its Affiliates has been notified thereof; (vi) payment by the Letter Issuing Lender or any of Credit Bank its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless the Issuing Lender has received written notice from such Loan Party of such failure within three Business Days after the Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viiix) any breach of this Agreement or any other Loan Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (xxii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xixiii) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xiixiv) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.37

Nature of Participation and Reimbursement Obligations. Each Bank's Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement2.19(c), as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.19 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Bank or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which the Borrower may have against the Issuing Bank or any of its Affiliates, any Loan Party Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party the Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments)Sections 2.01, 2.4 (Revolving Credit Loan Requests; Swing Loan Requests)2.02, 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit)2.03, if applicable2.04, 4.02 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.19(c); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by the Borrower or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party the Borrower or any Bank Lender may have at any time against a 45 beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Issuing Bank or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party the Borrower or Subsidiaries of a Loan Party the Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Bank or any of Credit Bank its Affiliates has been notified thereof; (vi) payment by the Letter Issuing Bank or any of Credit Bank its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (viii) any failure by the Issuing Bank or any of its Affiliates to issue any Letter of Credit in the form requested by the Borrower, unless the Issuing Bank has received written notice from the Borrower of such failure within three Business Days after the Issuing Bank shall have furnished the Borrower and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party the Borrower or Subsidiaries of a Loan Partythe Borrower; (viiix) any breach of this Agreement or any other Loan Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding a Bankruptcy Event with respect to any Loan Partythe Borrower; (xxii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.46

Nature of Participation and Reimbursement Obligations. Each Bank's Revolving(g) Xxxxxx’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by this Section 2.9.3 (Disbursements, Reimbursement)2.9, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent applicable Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank that such(i) Revolving Lender may have against an Issuing Lender or any of its Affiliates, the AgentBorrower or any other Person for any reason whatsoever, or that any Loan Party may have against such Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection connection(ii) with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) Sections 2.2 or 6.2 (Each Additional Loan or Letter of Credit), if applicable, 4.2 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Revolving Lenders to make Participation Advances under this Section 2.9.3 (Disbursements, Reimbursement)2.9; (iii) any lack of validity or enforceability of any Letter of Credit;(iii) any claim of breach of warranty that might be made by any Loan Party or(iv) any Lender against any beneficiary of a Letter of Credit; (iv) , or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which that any Loan Party or any Bank Lender may have at any time against a beneficiary or beneficiary, successor beneficiary, any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank an Issuing Lender or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); the lack of power or authority of any signer of (vor any defect in or forgery(v) of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter an Issuing Lender or any of Credit Bank its Affiliates has been notified thereof; (vi) 64 payment by the Letter an Issuing Lender or any of Credit Bank its Affiliates under any Letter of of(vi) Credit against presentation of a demand, draft or certificate or other document which that does not comply with the terms of such Letter of Credit; the solvency of, or any acts or omissions by, any beneficiary of any Letter(vii) of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; any failure by an Issuing Lender or any of its Affiliates to issue any Letter(viii) of Credit in the form requested by any Loan Party, unless such Issuing Lender has received written notice from such Loan Party of such failure within three (vii3) Business Days after such Issuing Lender shall have furnished such Loan Party and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; any adverse change in the business, operations, properties, assets, assets or(ix) condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party party(x) thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to to(xi) any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be be(xii) continuing; (xi) the fact that the Expiration Maturity Date shall have passed or this Agreement or the the(xiii) Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar similar(xiv) to any of the foregoing. 2.9.8.Liability for Acts and Omissions. As between any Loan Party and an Issuing(h) Lender, or the Issuing Lender’s Affiliates, such Loan Party assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, an Issuing Lender shall not be responsible for any of the following, including any losses or damages to any Loan Party or other Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged (even if the applicable Issuing Lender or its Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of any Loan Party against any beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they 65

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advance as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility2.06(h) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuing Bank, Administrative Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.06(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuing Bank or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuing Bank or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuing Bank, the Letter of Credit Bank Administrative Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Restricted Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Bank or any of Credit Bank Issuing Bank’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.;

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuer, Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuer, the Letter of Credit Bank Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); the lack of power or authority of any signer of (vor any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer's Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (vii) any adverse change failure by Issuer or any of Issuer's Affiliates to issue any Letter of Credit in the businessform requested by Borrowing Agent, operations, properties, assets, condition unless Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (financial or otherwise3) or prospects Business Days after Issuer shall have furnished Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; the occurrence of any Loan Party or Subsidiaries of a Loan PartyMaterial Adverse Effect; (viii) any breach of this Agreement or any other Loan Other Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding insolvency proceeding with respect to any Loan PartyBorrower or any Guarantor; (x) the fact that a Default or an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date Term shall have passed expired or this Agreement or the Commitments hereunder shall obligations of Lenders to make Advances have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuer, Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuer, the Letter of Credit Bank Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit; Credit (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact provided that the Expiration Date foregoing shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.excuse Issuer from any

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advance as a result of a drawing under a Letter of Credit, and the obligations of the Borrower U.S. Borrowers to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility2.06(h) under all circumstances, including the following circumstances: DB1/ 127789195.7 77 (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuing Bank, Administrative Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party U.S. Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.06(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuing Bank or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuing Bank or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuing Bank, the Letter of Credit Bank Administrative Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Restricted Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Bank or any of Credit Bank Issuing Bank’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of CreditCredit (provided that the foregoing shall not excuse Issuing Bank from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); (vii) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party Letter of Credit, or Subsidiaries any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Loan PartyLetter of Credit; (viii) any breach of this Agreement failure by Issuing Bank or any other Loan Document of Issuing Bank’s Affiliates to issue any Letter of Credit in the form requested by any party theretothe Borrower Representative, unless Administrative Agent and Issuing Bank have each received written notice from the Borrower Representative of such failure within six (6) Business Days after Issuing Bank shall have furnished Administrative Agent and the Borrower Representative a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.Material Adverse Effect;

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuer, Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, setset- off, recoupment, counterclaim, cross-offclaim, defense or other right which any Loan Party Borrower, Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuer, the Letter of Credit Bank Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit; Credit (vii) provided that the foregoing shall not excuse Issuer from any adverse change in obligation under the business, operations, properties, assets, condition (financial or otherwise) or prospects terms of any Loan Party applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or Subsidiaries of a Loan Party; (viii) paying any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.such draw);

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.10, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) Exhibit 2.10 under all circumstances, including without limitation, the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.6 [Making Revolving Credit Loans] or 6.2 ([Each Additional Loan or Letter of Credit), if applicable, Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.10; (iiiii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party Borrower or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction transaction; and (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (viii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower Borrowers to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrowers or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (2.6 [Making Revolving Credit Loans and Swing Loan Requests) Loans; Etc.] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.that

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Letter of Credit Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)3c or 3d of this Agreement, as a result of a drawing under a Letter of Credit, and the obligations of the Borrower pursuant to reimburse the Agent upon a draw under a Letter of CreditCredit Reimbursement Obligation or a Letter of Credit Borrowing, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 3h under all circumstances, including the following circumstances: (i) any set-offsetoff, counterclaim, recoupment, defense or other right which such Bank any Lender may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; , (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter 5 of Credit), if applicable, this Agreement or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Letter of Credit Participation Advances under Section 2.9.3 (Disbursements3d of this Agreement, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; , (iv) the existence of any claim, set-offsetoff, defense or other right which any Loan Party the Borrower or any Bank Subsidiary or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any Loan Party or Subsidiaries of a Loan Party Subsidiary and the beneficiary for which any Letter of Credit was procured); , (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; , (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not strictly comply with the terms of such Letter of Credit; , (vii) any adverse change in the businessMaterial Adverse Effect, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; , (ix) the occurrence or continuance of an Insolvency Proceeding any proceeding pursuant to any Bankruptcy Law with respect to the Borrower or any Loan Party; Subsidiary, (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; , (xi) the fact that the Expiration Maturity Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; terminated and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 ([Letter of Credit Subfacility) ] under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 ([Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advance as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility2.06(h) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuing Bank, Administrative Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.06(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuing Bank or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuing Bank or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuing Bank, the Letter of Credit Bank Administrative Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Restricted Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Bank or any of Credit Bank Issuing Bank’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Issuing Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of CreditCredit (provided that the foregoing shall not excuse Issuing Bank from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); (vii) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party Letter of Credit, or Subsidiaries any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Loan PartyLetter of Credit; (viii) any breach of this Agreement failure by Issuing Bank or any other Loan Document of Issuing Bank’s Affiliates to issue any Letter of Credit in the form requested by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoeverBorrower Representative, whether or not similar to any of the foregoing. 2.9.8.unless Administrative Agent and

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (2.6 [Making Revolving Credit Loans and Swing Loan Requests) Loans; Etc.] or 6.2 ([Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 ([Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Issuing Lender or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under connection with any Letter of Credit against presentation of a demandCredit, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any transport of the foregoing. 2.9.8.any

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Letter of Credit Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)Sections 4.3 or 4.4 of this Agreement, as a result of a drawing under a Letter of Credit, and the obligations of the Borrower pursuant to reimburse the Agent upon a draw under a Letter of CreditCredit Reimbursement Obligation or a Letter of Credit Borrowing, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 4.8 under all circumstances, including the following circumstances: (i) any set-offsetoff, counterclaim, recoupment, defense or other right which such Bank any Lender may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; , (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter 6 of Credit), if applicable, this Agreement or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Letter of Credit Participation Advances under Section 2.9.3 (Disbursements4.4 of this Agreement, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; , (iv) the existence of any claim, set-offsetoff, defense or other right which any Loan Party the Borrower or any Bank Subsidiary or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any Loan Party or Subsidiaries of a Loan Party Subsidiary and the beneficiary for which any Letter of Credit was procured); , (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; , (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not strictly comply with the terms of such Letter of Credit; , (vii) any adverse change in the businessMaterial Adverse Effect, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; , (ix) the occurrence or continuance of an Insolvency Proceeding any proceeding pursuant to any Bankruptcy Law with respect to the Borrower or any Loan Party; Subsidiary, (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; , (xi) the fact that the Expiration Maturity Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; terminated and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's LC Participant’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), participation advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Seller to reimburse the Agent LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) Article I under all circumstances, including the following circumstances: (ia) any set-off, counterclaim, recoupment, defense or other right which such Bank LC Participant may have against the AgentLC Bank, any Loan Party the Administrator, the Purchasers, the Purchaser Agents, the Seller or any other Person for any reason whatsoever; (iib) the failure of any Loan Party the Seller or any other Person to comply, in connection with a Letter of Credit Borrowing, comply with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Purchases, reinvestments, requests for Letters of Credit Loanor otherwise, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)participation advances hereunder; (iiic) any lack of validity or enforceability of any Letter of CreditCredit or any set-off, counterclaim, recoupment, defense or other right which Seller or any Originator on behalf of which a Letter of Credit has been issued may have against the LC Bank, the Administrator, any Purchaser, or any other Person for any reason whatsoever; (ivd) any claim of breach of warranty that might be made by the Seller, the LC Bank or any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which any Loan Party the Seller, the LC Bank or any Bank LC Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the AgentLC Bank, any LC Participant, the Letter of Credit Bank Purchasers or any Bank Purchaser Agents or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Seller or any Loan Party or Subsidiaries of a Loan Party the Seller or any Affiliates of the Seller and the beneficiary for which any Letter of Credit was procured); (ve) the lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other document presented under any Letter of Credit Credit, or any such draft, demand, instrument, certificate or other document proving to be forged, fraudulent, invalid invalid, defective or insufficient in any respect or any statement therein being untrue or inaccurate in any respect respect, even if the Letter of Credit Administrator or the LC Bank has been notified thereof; (vif) payment by the Letter of Credit LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of CreditCredit other than as a result of the gross negligence or willful misconduct of the LC Bank; (viig) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party or Subsidiaries Letter of a Loan Party; (viii) any breach of this Agreement Credit, or any other Loan Document by Person having a role in any party thereto; (ix) the occurrence transaction or continuance of an Insolvency Proceeding with respect obligation relating to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.Letter of

Nature of Participation and Reimbursement Obligations. Each Bank's Revolving Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Participations, Disbursements, Reimbursement), as a result of a drawing under a Letter of Credit, ] and the obligations Obligations of the Borrower to reimburse the Agent each respective Issuing Lender upon a draw under a Letter of Credit, Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter [Letters of Credit Subfacility) Credit] under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Revolving Lender may have against the Agentapplicable Issuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the applicable Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Loan Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party or any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank any Issuing Lender or its Affiliates or any Bank Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); the lack of power or authority of any signer of (vor any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provisions of services relating to a Letter of Credit, in each case even if the Letter such Issuing Lender or any of Credit Bank such Issuing Lender’s Affiliates has been notified thereof; (vi) payment by the Letter such Issuing Lender or any of Credit Bank its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not strictly comply with the terms of such Letter of Credit; the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; any failure by such Issuing Lender or any of such Issuing Lender’s Affiliates to issue any Letter of Credit in the form requested by any Loan Party, unless such Issuing Lender has received written notice from such Loan Party of such failure within three (vii3) Business Days after such Issuing Lender shall have furnished such Loan Party and the Revolving/TLA Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any Loan Party or Subsidiaries of a Loan Partyits Subsidiaries; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Revolving Maturity Date shall have passed or this Agreement or the Revolving Credit Commitments or other Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), as a result of a drawing under a Letter of Credit, and the obligations of the U.S. Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.7 under all circumstances, including the following circumstances: , (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrowers or any other Person for any reason whatsoever, or which any Credit Party may have against the Issuing Lender or any of its Affiliates, any Loan Party Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Credit Party or any other Person to comply, in connection with a Letter of Credit BorrowingCredit, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, 4.2 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)Agreement; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Credit Party or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Credit Party or any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Issuing Lender or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Credit Party and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any 43- draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Lender or any of Credit Bank its Affiliates has been notified thereof; (vi) payment by the Letter Issuing Lender or any of Credit Bank its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by any Credit Party, unless the Issuing Lender has received written notice from such Credit Party of such failure within three Business Days after the Issuing Lender shall have furnished such Credit Party and the Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Credit Party or Subsidiaries of a Loan Credit Party; (viiix) any breach of this Agreement or any other Loan Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding insolvency proceeding with respect to any Loan Credit Party; (xxii) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xixiii) the fact that the Expiration Revolving Credit Maturity Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xiixiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of the Banks to participate in accordance with this Agreement Letters of Credit pursuant to make Section 2.10(b) and the obligation of the Banks pursuant to Section 2.10(d) to fund Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), as upon a result of a drawing draw under a Letter of Credit, Credit and the obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, Credit pursuant to Section 2.10 shall be absolute, unconditional and irrevocable, irrevocable and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) such Sections under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Company or any other Person to comply, in connection with a Letter of Credit Borrowing, comply with the conditions set forth in Section 2.1 (Revolving Credit Commitments)Sections 2.1, 2.4 (Revolving Credit Loan Requests; Swing Loan Requests)2.6, 2.4.2 (Swing Loan Requests) 2.7 or 6.2 (Each Additional Loan or Letter of Credit), if applicable, 7.2 or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Revolving Credit Borrowing and the obligation of the Banks to make Participation Advances Loan under Section 2.9.3 (Disbursements, Reimbursement2.10(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party Company or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons Person for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank other bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Company or Subsidiaries of a Loan Party Company and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereofrespect; (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party Company or Subsidiaries of a Loan Partyany Company; (viii) any breach of this Agreement or any other Senior Loan Document by any party thereto; (ix) the occurrence any other circumstance or continuance of an Insolvency Proceeding with respect happening whatsoever, whether or not similar to any Loan Partyof the foregoing; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) or the fact that the Revolving Credit Expiration Date shall have passed or this Agreement or the Revolving Credit Commitments hereunder shall have been terminated; terminated (in which case the Borrower shall be required to immediately reimburse the Agent and (xii) the Banks for the amount of any other circumstance or happening whatsoever, whether or not similar to any of drawing funded by the foregoing. 2.9.8Banks).

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Facility A Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)0, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.8 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (0 [Revolving Credit Commitments)], 2.4 ([Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.5 [Making Revolving Credit Loans] or 6.2 (0 [Each Additional Loan or Letter of Credit), if applicable, Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)0; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8Indemnity. In addition to amounts payable as provided in Section 0 [Reimbursement of Agent by Borrower, Etc.], the Borrower hereby agrees to protect, indemnify, pay and save harmless the Agent from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which the Agent may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result of (A) the gross negligence or willful misconduct of the Agent as determined by a final judgment of a court of competent jurisdiction or (B) the wrongful dishonor by the Agent of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called "Governmental Acts").

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this EXHIBIT 2.8, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) EXHIBIT 2.8 under all circumstances, including without limitation, the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 ([Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.5 [Making Revolving Credit Loans] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this EXHIBIT 2.8; (iiiii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction transaction; and (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (viii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 ([Letter of Credit Subfacility) ] under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the Agent, any Loan Party or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 ([Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 ([Swing Loan Requests) ] or 6.2 ([Each Additional Loan or Letter of Credit)], if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 ([Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Lender or any Bank Lender or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Lender has been notified thereof; (vi) payment by the Letter of Credit Bank Lender under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.9, as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section Exhibit 2.9 (Letter of Credit Subfacility) under all circumstances, including without limitation, the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against the Agent, any Loan Party the Borrower or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (Swing Loan Requests) 2.6 [Making Revolving Credit Loans] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, Loan] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)Paragraph 3 of this Exhibit 2.9; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Agent or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank Agent has been notified thereof; (vi) payment by the Letter of Credit Bank Agent under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any a party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance circumstances or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Revolving Lender in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuer, Agent, any Loan Party Borrower or such Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14 hereof; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuer, the Letter of Credit Bank Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of CreditCredit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); (vii) the solvency of, or any adverse change in the businessacts or omissions by, operations, properties, assets, condition (financial or otherwise) or prospects any beneficiary of any Loan Party or Subsidiaries Letter of a Loan Party; (viii) any breach of this Agreement Credit, or any other Loan Document by Person having a role in any party thereto; (ix) the occurrence transaction or continuance obligation relating to a Letter of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.58 074658.00041/136182926v.10074658.00041/150851455v.1 074658.00041/136182926v.11074658.00041/150851455v.4

Nature of Participation and Reimbursement Obligations. Each Bank's Lender’s obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (2.9(c) [Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which the Borrower may have against the Issuing Lender or any of its Affiliates, any Loan Party Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party the Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (2.6 [Making Revolving Credit Loans and Swing Loan Requests) Loans; Etc.] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit 40 135035202_4 Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 (2.9(c) [Disbursements, Reimbursement)]; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by the Borrower or any Lender against any beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, crossclaim, defense or other right which any Loan Party the Borrower or any Bank Lender may have at any time against a beneficiary, successor beneficiary or any transferee or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank Issuing Lender or its Affiliates or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party the Borrower or Subsidiaries of a Loan Party the Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuing Lender or any of Credit Bank its Affiliates has been notified thereof; (vi) payment by the Letter Issuing Lender or any of Credit Bank its Affiliates under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (viii) any failure by the Issuing Lender or any of its Affiliates to issue any Letter of Credit in the form requested by the Borrower, unless the Issuing Lender has received written notice from the Borrower of such failure within three Business Days after the Issuing Lender shall have furnished the Borrower and the Administrative Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; (ix) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party the Borrower or Subsidiaries of a Loan Partythe Borrower; (viiix) any breach of this Agreement or any other Loan Document by any party thereto; (ixxi) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Partythe Borrower; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.41 135035202_4

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Revolving Lender in accordance with this Agreement to make the Revolving Credit Loans Advances or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower Borrowers to reimburse the Agent Issuer upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility) 2.18 under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender or any Borrower, as the case may be, may have against the Issuer, Administrative Agent, any Loan Party Borrower or Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit LoanAdvance, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Revolving Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement)2.14; (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuer or any Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuer or any Bank Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuer, the Letter of Credit Bank Administrative Agent or any Bank Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); the lack of power or authority of any signer of (vor any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect Letter of Credit, or the transport of any property or provision of services relating to a Letter of Credit, in each case even if the Letter Issuer or any of Credit Bank Issuer’s Affiliates has been notified thereof; (vi) payment by the Letter of Credit Bank Issuer under any Letter of Credit against presentation of a demand, draft or certificate or other document which is forged or does not fully comply with the terms of such Letter of Credit (provided that the foregoing shall not excuse Issuer from any obligation under the terms of any applicable Letter of Credit to require the presentation of documents that on their face appear to satisfy any applicable requirements for drawing under such Letter of Credit prior to honoring or paying any such draw); the solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any property or services relating to a Letter of Credit; (vii) any adverse change failure by Issuer or any of Issuer’s Affiliates to issue any Letter of Credit in the businessform requested by Borrowing Agent, operations, properties, assets, condition unless Administrative Agent and Issuer have each received written notice from Borrowing Agent of such failure within three (financial or otherwise3) or prospects Business Days after Issuer shall have furnished Administrative Agent and Borrowing Agent a copy of such Letter of Credit and such error is material and no drawing has been made thereon prior to receipt of such notice; the occurrence of any Loan Party or Subsidiaries of a Loan PartyMaterial Adverse Effect; (viii) any breach of this Agreement or any other Loan Other Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding insolvency proceeding with respect to any Loan Party; (x) the fact that a Default or an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date Term shall have passed expired or this Agreement or the Commitments hereunder shall obligations of Lenders to make Advances have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Revolving Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advance as a result of a drawing under a Letter of Credit, and the obligations of the Borrower U.S. Borrowers to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility2.06(h) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Revolving Lender or any Borrower, as the case may be, may have against the Issuing Bank, Administrative Agent, any Loan Party Borrower or Revolving Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party U.S. Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Revolving Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.06(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuing Bank or any Revolving Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuing Bank or any Bank Revolving Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuing Bank, the Letter of Credit Bank Administrative Agent or any Bank Revolving Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.any

Nature of Participation and Reimbursement Obligations. Each BankLender's obligation in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 ([Disbursements, Reimbursement)], as a result of a drawing under a Letter of Credit, and the obligations Obligations of the Borrower to reimburse the Agent Issuing Lender upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 ([Letter of Credit Subfacility) ] under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Lender may have against the AgentIssuing Lender or any of its Affiliates, the Borrower or any other Person for any reason whatsoever, or which any Loan Party may have against the Issuing Lender or any of its Affiliates, any Lender or any other Person for any reason whatsoever; (ii) the failure of any Loan Party or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section Sections 2.1 ([Revolving Credit Commitments)], 2.4 (2.5 [Revolving Credit Loan Requests; Swing Loan Requests)], 2.4.2 (2.6 [Making Revolving Credit Loans and Swing Loan Requests) Loans; Etc.] or 6.2 (7.2 [Each Additional Loan or Letter of Credit), if applicable, ] or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Lenders to make Participation Advances under Section 2.9.3 ([Disbursements, Reimbursement); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which any Loan Party or any Bank may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Agent, the Letter of Credit Bank or any Bank or any other Person or, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party or Subsidiaries of a Loan Party and the beneficiary for which any Letter of Credit was procured); (v) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.];

Nature of Participation and Reimbursement Obligations. Each Bank's The obligation of each Revolving Lender holding a Revolving Commitment in accordance with this Agreement to make the Revolving Credit Loans or Participation Advances, as contemplated by Section 2.9.3 (Disbursements, Reimbursement), Advance as a result of a drawing under a Letter of Credit, and the obligations of the Borrower U.S. Borrowers to reimburse the Agent Issuing Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Section 2.9 (Letter of Credit Subfacility2.06(h) under all circumstances, including the following circumstances: (i) any set-off, counterclaim, recoupment, defense or other right which such Bank Revolving Lender or any Borrower, as the case may be, may have against the Issuing Bank, Administrative Agent, any Loan Party Borrower or Revolving Lender, as the case may be, or any other Person for any reason whatsoever; (ii) the failure of any Loan Party U.S. Borrower or any other Person to comply, in connection with a Letter of Credit Borrowing, with the conditions set forth in Section 2.1 (Revolving Credit Commitments), 2.4 (Revolving Credit Loan Requests; Swing Loan Requests), 2.4.2 (Swing Loan Requests) or 6.2 (Each Additional Loan or Letter of Credit), if applicable, or as otherwise set forth in this Agreement for the making of a Revolving Credit Loan, it being acknowledged that such conditions are not required for the making of a Letter of Credit Borrowing and the obligation of the Banks Revolving Lenders to make Participation Advances under Section 2.9.3 (Disbursements, Reimbursement2.06(d); (iii) any lack of validity or enforceability of any Letter of Credit; (iv) any claim of breach of warranty that might be made by any Borrower, Administrative Agent, Issuing Bank or any Revolving Lender against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, recoupment, counterclaim, cross-claim, defense or other right which any Loan Party Borrower, Administrative Agent, Issuing Bank or any Bank Revolving Lender may have at any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit or assignee of the proceeds thereof (or any Persons for whom any such transferee or assignee may be acting), the AgentIssuing Bank, the Letter of Credit Bank Administrative Agent or any Bank Revolving Lender or any other Person orPerson, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between any Loan Party Borrower or any Restricted Subsidiaries of a Loan Party such Borrower and the beneficiary for which any Letter of Credit was procured); (v) the lack of power or authority of any signer of (or any defect in or forgery of any signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy, enforceability or genuineness of any draft, demand, instrument, certificate or other document presented under or in connection with any Letter of Credit proving to be forgedCredit, fraudulent, invalid or insufficient in any respect or any statement therein being untrue fraud or inaccurate alleged fraud in connection with any respect even if the Letter of Credit Bank has been notified thereof; (vi) payment by the Letter of Credit Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or Subsidiaries of a Loan Party; (viii) any breach of this Agreement or any other Loan Document by any party thereto; (ix) the occurrence or continuance of an Insolvency Proceeding with respect to any Loan Party; (x) the fact that an Event of Default or a Potential Default shall have occurred and be continuing; (xi) the fact that the Expiration Date shall have passed or this Agreement or the Commitments hereunder shall have been terminated; and (xii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 2.9.8.Letter